Res 2006-016 - Laserfiche WebLink

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e,E; voi F~ iiE,i7?491` OF'F' 244ii 5q5 assignee, transferee, or sublessee of JQH must expressly assume all of the covenants and obligations of JQH herein and in the Related Agreements in a writing acceptable to the City in its sole discretion. Furthermore, no such Transfer shall release, or be deemed or construed as releasing, JQH from any obligations and/or liabilities it may have under this Agreement or any of the Related Agreements. 4.1.1.2. JQH hereby assigns to the City the right of JQH to receive payment as a result of any Transfer (except for Transfers permitted under Section 4.1.2 below) to the extent (and only to the extent) of the amount of the unpaid and remaining portion of JQH's obligations to the City due under this Agreement and any of the Related Agreements. JQH hereby authorizes the person or entity making such payment to pay such amount directly to the City. The provisions of this Section 4.1.1.2 shall survive termination of this Agreement. 4.1.2. Permitted Transfers. Without waiving the City's right to review and approve any Transfer that is not otherwise expressly permitted under this Section 4.1.2, and provided that no Event of Default (defined below) exists hereunder, the City agrees that JQH may: 4.1.2.1. grant a mortgage lien on the Hotel Site and Hotel to the lender(s) providing JQH construction or permanent financing for the Hotel, which financing must be subordinate to the Lease, the Declazation, and JQH's covenants and obligations under this Agreement (including the obligation to pay the rent to the City under the Lease); 4.1.2.2. enter into leases for retail or gift shops within the Hotel and/or leases for franchise restaurants within the Hotel, (provided that all of the foregoing in this Section 4.1.2.2 must be first approved by Approved Franchisor). 4.1.2.3. convey JQH's rights in and to the Hotel, the Hotel Site and the Lease pursuant to that certain Sponsor Entity Right of First Refusal Agreement (the "ROFR Agreement") dated as of September 16, 2005 by and among the Trust and JD Holdings, LLC at any time after Completion of Construction of the Hotel and Conference Center; provided (i) such conveyance is to JD Holdings, LLC or any other entity to whom JD Holdings, LLC may assign its rights under the ROFR Agreement without the consent of John Q. Hammons or the Trust; and (ii) that the entity receiving the conveyance expressly assumes all of the covenants and obligations of JQH herein and in the Lease and other Related Agreements in a writing acceptable to the City in its sole discretion. 4.1.3. Prohibited Transfers. JQH agrees that the City is not obligated to grant its consent for a Transfer if: 4.1.3.1. the proposed transferee is eligible for exemption from ad valorem or other taxation under the laws of the State of Texas (an "Exempt Entity"); 4.1.3.2, the proposed transferee is a third party which, in the City's reasonable discretion, does not have the same level of experience, and/or reputation for quality, as John Q. Hammons Hotels and Resorts in operating projects such as the Project; 18 803273.4